November 2009 - Wheatsville Food Co-op

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November 2009 - Wheatsville Food Co-op Powered By Docstoc
					         Wheatsville Board of Directors
         November Meeting Agenda
         Tuesday, December 1, 2009
         6:00 – 9:00 pm @ Wheatsville meeting room, 3105 Guadalupe


TIME           TOPIC                                                             ACTION

6:00pm         1. OPEN TIME – for WV Owners to present any topic to the board    LISTEN


6:10pm            AGENDA REVIEW                                                  DISCUSS
               2. CONSENT AGENDA:                                                VOTE
               October Meeting Minutes
               B10 - Boycotts
               C4 – Monitoring GM Performance
               D4 – Financial Condition
               D.7.6 – Administrative Assistance
               D9 – Ownership System
               First Quarter Financials
               GM Report


6:20pm         3. LINKAGE AND LEARNING
   (15 min)    (Organized) Non-Verbal Communication                              DISCUSS
   (10 min)    Coffee with the Board                                             DISCUSS


6 :45pm        4. COMMITTEE WORK
     (0 min)   Nominations Committee                                             N/A
     (5 min)   Review Committee                                                  VOTE
    (30 min)   Policy Committee                                                  VOTE


7:20pm         5. BREAK


7:30pm         6. STRATEGIC LEARNING AND EVALUATION
   (40 min)    Discuss Reading on Co-ops                                         DISCUSS
   (30 min)    Self-Evaluation                                                   DISCUSS


8 :40pm        7. ****EXECUTIVE SESSSION**** (due to employee confidentiality)
    (15 min)   Follow-up Discussion on GM Compensation                           DISCUSS
                                                                                 VOTE


8 :55PM        8. HOUSEKEEPING/CLOSING ITEMS


9:00pm         ADJOURN

       Benefitting Community  Promoting Cooperative Economics  Transforming Society
    of Directors
                                                                      Board of Directors
                                                                      Meeting Minutes
                                                                      November 2009
 

Present: Rose Marie Klee, President; Steven Tomlinson, Treasurer; Aditya Rustgi, Secretary arrived at
6:19; Bob Kinney; Theron Beaudreau; Kate Vickery, Kitten Holloway, and Lee Blaney.

Also Present: Dan Gillotte, General Manager arrived 6:03; Jennifer Lueckemeyer, Board Administrative
Assistant. Johan Van Zantan, Board candidate, arrived at 6:05.

Absent: Ingrid Devilliers

Call to Order                                                                                                6:00 PM

1. OPEN TIME
(no Owners presented themselves for Open Time discussion)

        Board members agreed to share time keeping responsibilities during this meeting.
        Arts Fest is this weekend at the store and in neighboring businesses. Board members will
         participate by working at the raffle table.
        RMK noted that in her absence, Steven will be in charge, per policy B.4.4.e.
        Ingrid’s leave of absence is ending and she will be back at the January Board meeting.
        Wednesday, December 9 is the Board election certification.
        Board discussed that the Board Packet deadline is one week before the meeting and the packet
         will go out within a couple days after that. RMK stressed that in order to meet this goal she needs
         all packet materials by the deadline.

AGENDA REVIEW                                                                            6:11 PM
   Lee noted that he didn’t need 15 minutes for organized non-verbal communication segment.
   No other changes

2. CONSENT AGENDA
                                                                                                             6:12 PM
     Nothing pulled from the consent agenda.
      October Meeting Minutes
      B10 - Boycotts
      C4 – Monitoring GM Performance
      D4 – Financial Condition
      D.7.6 – Administrative Assistance
      D9 – Ownership System
      First Quarter Financials
      GM Report

--Steven moved to approve the Consent Agenda. Kate seconded the motion. The motion was approved 7-
0-0.

Board reviewed when policies are monitored, parking lot idea, and pulling items from consent agenda.



          General Meeting Minutes (Approved 1/26/10) − Wheatsville Co-op Board of Directors – 1 December 2009 
 of Directors
                                                                     Board of Directors
                                                                     Meeting Minutes
                                                                     November 2009
 
3. LINKAGE AND LEARNING                                                                                     6:20 PM

(Organized) Non-verbal Communication
    Lee introduced a few hand signals that could be used during meetings to indicate agreement,
       disagreement, etc.

Coffee with the Board
    Lee and Aditya attended the last Coffee with the Board on November 14. Although only a few
       people showed up, they were very complimentary of the store renovations and had ideas about
       organizing other activities around food (ie: cooking, healthy eating), providing a community
       room for teaching different classes to build sense of community, and boycotts.
    RMK invited others to share ideas that could provide linkage with owners. The Board decided to
       have a separate forum/meeting in 2010 to brainstorm ideas. Meeting added to Parking Lot.
    Next Coffee with the Board is scheduled for the second weekend of January and will be
       organized by Steven.

4. COMMITTEE WORK                                                                                           6:35 PM

Nominations Committee
   Kate will chair this committee.

Review Committee
    Steven reviewed the lessons learned when reviewing the annual report: 1) have a clear criterion
       for what constitutes “acceptability” of the annual report, 2) keep the review process simple, 3)
       start earlier, 4) have better visuals to help owners grasp key performance metrics, and 5) keep the
       committee small.
    RMK noted that an audit is scheduled for next year. The Board will assemble the committee in
       February.

--RMK moved to dissolve review committee and thanked them for their work. Kitten seconded the
motion. The motion was approved 8-0-0.

Policy Committee
     Theron led discussion about the policy changes suggested by the Policy Committee.
     Board discussed B.2.3.1, B.9, B.9.4, B.4, and B.5, and determined that because there are still
        outstanding questions and comments, the Board would not vote on the final policies today.
     The Policy Committee will provide the final policies and a monitoring schedule for vote at the
        next Board meeting.
     No vote taken.

5. BREAK                                                                                                    7:10 PM




         General Meeting Minutes (Approved 1/26/10) − Wheatsville Co-op Board of Directors – 1 December 2009 
 of Directors
                                                                     Board of Directors
                                                                     Meeting Minutes
                                                                     November 2009
 
6. STRATEGIC LEARNING AND EVALUATION                                                                        7:21 PM

Discuss readings on Co-ops
     RMK introduced the two articles in the packet asking the Board to reflect on: 1) If you can get
       products elsewhere, why shop at a co-op, and 2) do you intuitively agree that economic linkage is
       what makes co-ops important.
     Main themes of the discussion included:
           Member relations should be central to everything that the coop does.
           Transaction-focused nature of the articles. How can we make co-op values more central?
             Co-ops are not non-profits; they need the capital so this transaction shouldn’t be under-
             valued. The most pure participation is to shop at the co-op.
           Why people shop at the co-op: transparency about how things are produced (quality),
             anxiety about the world and wanting to take action and be a part of something bigger,
             participate in an on-going conversation that is educational, being in a community of people
             that reinforces that.
           We need to embrace the diversity of our membership.
           3 basic co-op concepts of Fairbairn’s article: Economic linkage, cognition, transparency
           Comparison shopping – buying power of places like Central Market, and where are those
             places cutting corners?
           Meet people where they are. How do know where people are?
           Empower members and owners toward the transformation of society. How are we
             encouraging our members to grow? What are we doing towards that empowerment?
           There are many different types of owners. The challenge for the board is to have patience
             and think about the process. All shoppers are potential board directors.

Self Evaluation
     Likes best:
          5.0 score, Board/GM relations, internal board operations

       Needs improvement:
          Getting packets out in time, annual calendar of board activities – summing up of dates and
            action items, length of board meetings, use Board website more
          Training – self-motivated, structures put in place for next year
          Big picture of co-ops, self-learning

7. EXECUTIVE SESSION                                                                                        8:36 PM

Follow-up Discussion on GM Compensation

       Board entered into executive session at 8:36 PM. In addition to the Board members, Dan Gillotte
        and Jennifer Lueckemeyer were also present.
       Dan left at 8:45 PM. Board discussed the topic in executive session.
       Board came out of executive session at 8:53 PM.
       Dan returned at 8:56 PM.


         General Meeting Minutes (Approved 1/26/10) − Wheatsville Co-op Board of Directors – 1 December 2009 
 of Directors
                                                                    Board of Directors
                                                                    Meeting Minutes
                                                                    November 2009
 
--RMK moved to approve the additional GM compensation package as discussed in executive session.
Bob seconded the motion. The motion was approved 8-0-0.

8. HOUSEKEEPING/CLOSING ITEMS
     Lee praised Theron for his work on the Policy Committee
     RMK praised the entire Policy Committee for their hard work and diligence
     Board agreed that the shared timekeeping worked well.

RMK moved to adjourn at 9:01 pm.


ACTION ITEMS
   Finalize policies and policy monitoring schedule (Policy Committee)
   Nominations committee to develop new charge (Committee led by Kate)
   Get life insurance quotes (Dan)
   Working the Board booth at the Arts Fest this weekend (all Board members)
   Certify election results on December 9 (Aditya)
   Post business plan on Board website (RMK and Jennifer)




        General Meeting Minutes (Approved 1/26/10) − Wheatsville Co-op Board of Directors – 1 December 2009 

				
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